Directors Report of Sprayking Ltd.

Mar 31, 2025

The Board of Directors hereby submits the report of the business and operations of your Company (‘the Company’),
along with the audited financial statements, for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

(AMOUNTS IN LAKHS, EXCEPT EPS)

PARTICULARS	Standalone Basis (Year Ended)		Consolidated Basis (Year Ended)
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
I. Net Sales/Income from Operations	6195.21	3113.79	12776.75	10166.44
II. Other Income	90.57	30.27	349.30	37.12
III. Total Revenue (I II)	6285.78	3144.06	13126.04	10203.57
IV. Earnings Before Interest, Taxes, Depreciation and Amortization Expense	5823.56	437.48	11762.87	1573.09
V. Finance Cost	74.79	36.97	219.74	135.83
VI. Depreciation and Amortization Expense	105.67	44.88	180.98	194.37
VII. Profit Before Tax (IV-V-VI)	281.76	355.63	962.45	1242.89
VIII. Tax Expense:
i. Current Tax Expense	80.98	72.56	194.60	332.06
ii. Deferred	(19.69)	14.00	40.69	19.23
IX. Profit After Tax (VII-VIII)	220.47	269.07	727.16	891.60

2. REVIEW OF BUSINESS OPERATION
Standalone:

The Total Income of the Company stood at Rs. 6285.78 Lakhs for the year ended March 31, 2025 as against Rs
3144.06 Lakhs in the previous year. The Company made a Net Profit of Rs. 220.47 Lakhs for the year ended March
31, 2025 as compared to the Net Profit of Rs. 269.07 Lakhs in the previous year registering decrease of 17.87%

Consolidated:

The Consolidated Total Income is Rs. 13126.05 Lakhs for the financial year ended March 31, 2025 as against Rs.
10203.57 Lakhs during the previous financial year. Consolidated Net Profit is Rs. 727.16 Lakhs for the year ended
March 31, 2025 as compared to the Net Profit of Rs. 891.60 Lakhs in the previous year, registering decrease of
18.38%.

3. TRANSFER TO RESERVE

The Company has not transferred any amount to any reserve for the financial year 2024-25. All the profit of the
Company was transferred to carry forward credit balance of Profit and Loss account of the Company.

4. CASH FLOW STATEMENTS

As required under regulation 34 of the SEBI (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual
Report.

5. DIVIDEND

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and
to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2025.

6. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND
PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies Act, 2013 requires dividends that are not
encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education
and Protection Fund (IEPF). In FY 2024-25, there was no amount due for transfer to IEPF.

7. DISCLOSURES BY DIRECTORS

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by
directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the
Company.

Certificate of Non-Disqualification of Directors received from M/s M Rupareliya & Associates Practicing Company
Secretary is annexed to the Board’s Report as “Annexure VIIP

8. CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of
business as permain object of the Company.

9. SHARE CAPITAL AND CHANGES IN SHARE CAPITAL:

There were following changes in share capital of the Company during the year under review and between the end of the
financial year of the company to which the financial statements relate and the date of the report.

Pursuant to proceedings of Postal Ballot dated March 29, 2024, the members of the Company passed ordinary resolution to
alter the capital clause of company pursuant to Split of shares of the company - Alteration of Capital Clause of the
Memorandum of Association as under:

“The Authorized Share Capital of the Company is Rs. 16,00,00,000/- (Rupees Sixten Crores Only) divied into
8,00,00,000 (Eight Crore) Equity Shares of Rs. 2/- (Rupees Two only) each. ”

Further, the authorized share capital of the company was increased from Rs. 16,00,00,000/- (Rupees Sixteen Crores Only)
divided into 8,00,00,000 (Eight Crores) Equity Shares of Rs. 2/- (Rupees Two Only) each to Rs.22,00,00,000/- (Rupees
Twenty Two Crores Only) divided into 11,00,00,000 (Eleven Crores) Equity Shares of Rs. 2/- (Rupees Two Only) each by
creation of additional 3,00,00,000 (Three Crores) Equity Shares of Rs. 2/- (Rupees Two Only) each on August 02, 2024.

Further the Paid up capital of the Company was increased from Rs 10,56,79,460/- (Rupees Ten Crores Fifty Six Lakhs
Seventy nine Thousand Four Hundred and Sixty Only) to Rs. 21,13,58,920/- (Rupees Twenty One Crore Thirteen Lakhs
Fifty Eight Thousand Nine Hundred and Twenty Only) divided into 10,56,79,460 Equity shares of Rs. 02/- (Rupees Two
Only) pursuant to the issue of Bonus Shares to the members of the company.

Further the Company sub-divided its equity shares, resulting in an authorized share capital of the company of UZ2,00,00,000
(Rupees Twenty-Two Crores) divided into 22,00,00,000 (Twenty-Two Crores) equity shares of Re.1/- (Rupees One Only)
each and a paid-up share capital of ^21,13,58,920 (Rupees Twenty-one Crores Thirteen Lakh Fifty-eight Thousand Nine
Hundred & Twenty) divided into 21,13,58,920 (Twenty-one Crores Thirteen Lakh Fifty-eight Thousand Nine Hundred &

Twenty) equity shares of Re. 1/- each, effective from August 12, 2025.

Further the Company had proposed to issue 50,00,00,000 (Fifty Crores) Equity Shares of Re. 1 each, amounting to Rs.
50,00,00,000 (Rupees Fifty Crores Only), to existing shareholders in a 1:1 ratio, as per Section 62(1)(a) of the Companies
Act, 2013. However, the proposed resolution dated July 26, 2025, for the rights issue stands cancelled, due to unavoidable
reason.

10. BONUS SHARES

Furthermore, Board had issued and allotted 5,28,39,730 Bonus Shares to the existing equity shareholders in the ratio of 1:1

i.e. 1 (One) fully paid-up equity shares for every 1 (One) existing fully paid-up equity share held by the Members of the
Company by capitalizing up to Rs 10,56,79,460/- (Rupees Ten Crores Fifty Six Lakhs Seventy nine Thousand Four
Hundred and Sixty Only) from the existing securities premium account and free reserves of the Company with the approval
of shareholders and Board of Directors.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Change in Directors and Key Managerial personnel

The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non¬
Executive Directors, and Independent Directors.

During the review period and as of the report''s date, Mr. Arvindbhai Maneklal Trivedi resigned from his position,
effective September 4, 2024.

ii. Retirement by Rotation of the Directors

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company,

Mrs. Ronak Hitesh Dudhagara (DIN: 005238631), Executive Director of the Company, retires by rotation and
offers himself for re- appointment.

The brief resume of Mrs. Ronak Hitesh Dudhagara, the nature of his expertise in specific functional areas,
names of the companies in which he has held directorships, her shareholding etc. are furnished in the Annexure
- A to the notice of the ensuing AGM.

iii. Independent Director

In terms of Section 149 of the Companies Act, 2013 and rules made there under, As on 31st March 2024, the
Company has four Non-Promoter Non- Executive Independent Directors in line with the act. The Company has
received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that
they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors
of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on February 13, 2025 to review the performance of Non¬
Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of
quality, quantity and timeliness of flow of information between Company management and Board.

12. BOARD MEETING

Regular meetings of the Board are held at least once in a quarter. The Board of the Company regularly meets to
discuss various Business opportunities. Additional Board meetings were convened, as and when requires discussing
and deciding on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 09 (Nine) times on April 01, 2024 May
28, 2024, July 01, 2024, August 13, 2024, August 26, 2024, September 05, 2024, November 13, 2024 and
February 13, 2025.

The details of the attendance of each Director at the Board Meetings are given below:

	Date of Original		Number of Board	Number of
Name of Director	Appointment	Date of Cessation	Meetings Eligible to	Board Meetings
			attend	attended
Mr. Hitesh Dudhagara	May 02, 2023	-	09	09
Mr. Pragjibhai Patel	February 17, 2005	-	09	09
Ms. Ronak Dudhagara	February 27, 2016	-	09	09
Mr. Dhruvik Bhandari	July 19, 2023	-	09	09
Mr. Jignesh Sanghani	August 08, 2023	-	09	09
Mr. Vishal Pansara	August 23, 2023	-	09	09
Mr. Arvindbhai Trivedi	November 10, 2023	September 04, 2024	06	06

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section
173 of the Act.

Key Managerial Personnel:

As on date of report, following are the Key Managerial Personnel of the Company:

Name	Designation
Mr. Hitesh Pragajibhai Dudhagara	Managing Director
Ms. Hetal Prakash Vachhani	Company Secretary and Compliance Officer
Mr. Hiren Jamanbhai Patoriya	Chief Financial Officer

13. BOARD DIVERSITY AND EVALUATION:

The Company recognizes and embraces the importance of a diverse board in overall success. We believe that a truly
diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience,
cultural and geographical background, age, ethnicity, race and gender that will help us retain our competitive
advantage.

Pursuant to provisions of Companies Act, 2013 and Rules made there under, SEBI Listing Regulations and
Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 05, 2017, The
Board of Directors has carried out an annual evaluation of its own performance, performance of Individual
Directors, Board Committee including the Chairman of the Board on the basis of composition and structure,
attendance, contribution, effectiveness of process, information, functions and various criteria as recommended by
Nomination and Remuneration Committee. The evaluation of the working of the Board, its committees, experience
and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their
satisfaction with the evaluation process and outcome.

The performance of each of the Non-Independent Directors (including the Chairman) was also evaluated by the
Independent Directors at the separate meeting held between the Independent Directors of the Company on February

13, 2025.

14. PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance board committees and
individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of
the criteria such as the board composition and structure effectiveness of board processes information and functioning
etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on
the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors
on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings
like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc.

In addition, the chairman was also evaluated on the key aspects of his role.

15. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and

ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have
been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
at the end of the financial year and profit of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such
Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

16. COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are

given hereunder.

A. Audit Committee:

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013.

Audit Committee meeting is generally held for the purpose of recommending the quarterly and yearly result.

Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the

Committee.

During the year under review, Audit Committee met 05 (Five) times on May 28, 2024, August 13, 2024,

September 05, 2024, November 13 2024, and February''13, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

			Number of meetings during the financial year 2024-25
Name	Category	Designation
			Eligible to attend	Attended
Mr. Dhruvik Bhanderi	Non-Executive Independent Director	Chairman	5	5
Mr. Pragjibhai Patel	Whole-time Director	Member	5	5
Mr. Jignesh Sanghani	Non-Executive Independent Director	Member	5	5

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Chief
Financial Officer ofthe Company is a regular invitee at the Meeting.

Recommendations of Audit Committee have been accepted by the Board wherever/whenever given.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy
enables the employees to report to the management instances of unethical behavior actual or suspected fraud or
violation of Company’s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or
grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such
mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The
functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers
has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is
available on the website of the Company https://sprayking.co.in/

B. Stakeholder’s Grievance & Relationship Committee:

The Company has constituted Stakeholder’s Grievance & Relationship Committee mainly to focus on the redressal
of Shareholders’ / Investors’ Grievances, if any, like Transfer / Transmission / De-mat of Shares; Loss of Share
Certificates; Non- receipt of Annual Report; Dividend Warrants; etc. During the year under review, Stakeholder’s
Grievance & Relationship Committee met 01 (One) time viz on September 05,2024.

The composition of the Committee and the details of meetings attended by its members are given below:

			Number of meetings
Name	Category	Designation	during the financial year
			2024-25
			Eligible to attend	Attended
Mr. Jignesh Sanghani	Non-Executive Independent Director	Chairman	1	1
Mrs. Ronak Dudhagara	Executive Director	Member	1	1
Mr. Dhruvik Bhanderi	Non-Executive Independent Director	Member	1	1

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending
as on March 31, 2025.

C. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of
the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the
persons who are qualified tobecome Directors and may be appointed in senior management and recommending their
appointments and removal.

During the year under review, Nomination and Remuneration Committee met 02 (Two) times viz on February
13,2025

The composition of the Committee and the details of meetings attended by its members are given below:

Name	Category	Designation	Number of meetings during the financial year 2024-25
			Eligible to attend	Attended
Mr. Dhruvik Bhanderi	Non-Executive Independent Director	Chairman	1	1
Mr. Vishal Pansara	Non-Executive Independent Director	Member	1	1
Mr. Jignesh Sanghani	Non-Executive Independent Director	Member	1	1

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. It enables
the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of
human resources consistent with the goals of the Company. The Company pays remuneration by way of salary,
benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments
are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and
are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the
Company at https://sprayking.co.in/

The Policy forms part of the Annual Report as “Annexure I”, as required under Section 134(3) of the Act. Further,
the Nomination and Remuneration Policy of the Company is available on the website of the Company pursuant to
the proviso of Section 178(4) of the Companies Act, 2013, at https://sprayking.co.in/

17. AUDITORS:

i. Statutory Auditors:

The Board of Directors of the Company, M/s. B. B. Gusani & Associates, Chartered Accountants (Firm Registration
No. 140785W), be and are hereby appointed as the Statutory Auditors of the Company for term of five consecutive
years, who shall hold office from the conclusion of this 19^th Annual General Meeting till the conclusion of the 24^th
Annual General Meeting to be held in the year 2028.

ii. Secretarial Auditor:

In terms of provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors (the Board), at its meeting held on May 28, 2024, had
appointed M/s M Mayuri Rupareliya, Practicing Company Secretaries, headed by proprietor Mrs. Mayuri
Rupareliya, having Membership No. 51422 and Certificate of Practice No.18634, as the Secretarial Auditor of the
Company to conduct Secretarial Audit for the financial year 2024-25.

In reference to recent amendments in Listing regulations dated 13 th December 2024 read with Section 204 and other
applicable provisions, if any, of the Companies Act, 2013, Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, other
applicable laws/statutory provisions, if any, as amended from time to time, based on the recommendation of the
Audit Committee, the Board of Directors, at its meeting held on August 13, 2025 has considered, approved, and
recommended to the Members of the Company the appointment of M/s M Mayuri Rupareliya, Practicing Company
Secretaries as Secretarial Auditors of the Company. The proposed appointment is for a term of 5 (five) consecutive
years from the financial year 2025-26 to the financial year 2029-30, on payment of such remuneration as may be
mutually agreed upon between the Board and the Secretarial Auditors from time to time.

M/s M Mayuri Rupareliya, Practicing Company Secretaries, have confirmed they are not disqualified from being
appointed as the Secretarial Auditors of the Company and satisfy the prescribed eligibility criteria. The Secretarial
Audit Report and Certificate on Corporate Governance for the financial year 2024-25 is annexed herewith as
“Annexure II and VI”.

iii. Cost Auditor:

The Company does not fall within the provisions of Section 148 of the Companies Act, 2013, as read with the Companies
(Cost Records and Audit) Rules, 2014. Therefore, the maintenance of cost records and the applicability of cost audits, as
specified by the Central Government under Section 148 of the Companies Act, 2013, are not applicable to the Company.

iv. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of sectio
138 of the Act read with the Companies (Accounts) Rules, 2014, has reappointed M/s Shreyas C Seth & Associates as t
Internal Auditors of your Company for the financial year 2024-25. The Internal Auditor conducts the internal audit of th
functions and operations of the Company and reports to the Audit Committee and Board.

Further, the Board of Directors, in its meeting held on August 13, 2025, appointed M/s DGMS & Co., Practicing Charter
Accountants, as the Internal Auditors for the financial years 2025-26 and 2026-27.

18. REMUNERATION OF DIRECTOR:

The details of remuneration paid during the Financial Year 2024-25 to Directors of the Company is provided in
Form MGT-7 available on website of the company at www.sprayking.com

19. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s Shreyas C Seth
& Associates, Chartered Accountants, as an Internal Auditors of the Company to check the internal controls and
functioning of the activities and recommend ways of improvement. The Internal Audit is carried out on half yearly
basis; the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and
direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company
are adequate. During the year under review, no material or serious observation has been received from the Internal
Auditors of the Company for inefficiency or inadequacy of such controls.

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants and the
reviews performed by management and the relevant board committees, including the audit committee, the board is
of the opinion that the Company’s internal financial controls were adequate and effective during the financial year
2024-25.

20. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given below.

a) The median remuneration of employees of the Company during the financial year is Rs. 20,000/-.

b) Percentage increase/decrease in the median remuneration of employees in the financial year 2024-25: 10%

c) Number of permanent employees on the rolls of the Company as on March 31, 2025: 12.

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

e) There is no employee covered under the provisions of section 197(14) of the Companies Act, 2013.

There was no employee in the Company who drew remuneration of Rs. 1,00,00,000/ - per annum during the period
under review. Hence, the Company is not required to disclose any information as per Rule 5(2) of the Companies
(Appointment and Remuneration) Rules, 2014.

21. LISTING WITH STOCK EXCHANGES:

The Company is listed on BSE. It has paid the Annual Listing Fees for the year 2024-25 to BSE Limited.

22. DEPOSIT:

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of
India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and
the Rules there under are not applicable.

23. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to the Financial Statement.

24. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

During the year under review the Narmadesh Brass Industries Limited has become subsidiary of the company and the
Company does not have any Associate and Joint Venture Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of
financial statements of the Company’s subsidiaries in Form AOC-1 is attached to the financial statements of the Company
as “Annexure IX”.

25. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has entered in to transactions within the meaning of section 188 and Companies (Meetings of Board and its
Powers) rules, 2014 with its related parties during the year ended on 31st March, 2025. However, the disclosure of
transactions with related party for the year, as per Accounting Standard - 18 Related Party Disclosures is given in Note to
accounts of the Balance Sheet as on 31st March, 2025.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a
foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed
before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The details of transactions/contracts/arrangements referred to in Section 188(1) of Companies Act, 2013 are furnished in
Form AOC-2 and is attached as “ANNEXURE VII” and forms part of this Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the
Company at https://sprayking.co.in/

There were no materially significant transactions with the related parties during the FY which were in conflict with the
interest of the Company.

26. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General
Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

27. ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the
Annual Return is available on the website of the Company at https://sprayking.co.in/

28. MATERIAL CHANGES AND COMMITMENT:

There have been no material changes and commitments, which affect the financial position of the Company which have
occurred between the end of the FY and the date of this Report.

29. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going
concern status and the Company’s operations in future.

30. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed there
under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company is committed to maintaining a productive environment for all its employees at various levels in the
organization, free of sexual harassment and discrimination based on gender. The Company has framed a Policy on
Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013, and the rules made thereunder (“POSH Act”).

The Company has also set up Internal Complaints Committee(s) (‘ICCs’) for each workplace, which is in compliance with
the requirements of the POSH Act, to redress the complaints received regarding sexual harassment, which has formalized a
free and fair enquiry process with a clear timeline.

Number of complaints received during FY25	NIL
Number of complaints resolved as on March 31, 2025	NIL
Number of complaints not resolved as on March 31, 2025	NIL
Number of pending complaints as at March 31, 2025	NIL

The Internal Committee of the Company has also filed an Annual Return for the calendar year 2024 at its jurisdictional
office, as required under Section 21(1) of the POSH Act read with Rule 14 of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Rules, 2013.

All employees in the organization are being made to attend the POSH awareness sessions, which also cover gender
sensitization. No pending complaints to be resolved for the financial year under review

32. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments
and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for
women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity.
Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

33. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender
composition of its workforce as of March 31, 2025.

Male Employees: 25
Female Employees: 4
Transgender Employees: 0

This disclosure reinforces the Company’s efforts to promote an inclusive workplace culture and equal opportunity for all
individuals, regardless of gender

34. HUMAN RESOURCES

Your Company has established an organization structure that is agile and focused on delivering business results. With
regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the
right information on business evolution

35. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

A. Conservation of energy -

i. ) The steps taken or impact on conservation of energy:

Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum
possible savings of energy is achieved.

ii. ) The steps taken by the Company for utilizing alternate sources of

energy: No alternate source has been adopted.

iii. ) The capital investment on energy conservation equipment:

No specific investment has been made in reduction in energy consumption.

B. Technology absorption -

i. ) The effort made towards technology absorption: Not Applicable.

ii. ) The benefit derived like product improvement, cost reduction, product development or import

substitution: Not Applicable

iii. ) in case of imported technology (imported during the last three years reckoned from the beginning of

the financial year) -

a. The details of technology imported: Nil.

b. The year of import: Not Applicable.

c. Whether the technology has been fully absorbed: Not Applicable.

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable.

iv. ) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure:

i. ) Details of Foreign Exchange Earnings: Rs. 28.34 (Rs. In Lakhs)

ii. ) Details of Foreign Exchange Expenditure: -

36. RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact
and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and
taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if
triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business
risks.

37. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides protection to all its assets
against loss from unauthorized use and ensures correct reporting of transactions. The internal control systems are further

supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by
the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that
transactions are properly authorized, correctly reported and assets are safeguarded.

38. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE
COMPANIES ACT 2013:

The Company has used accounting software for maintaining its books of account for the financial year ended March 31,
2025, which has a feature of recording audit trail (edit log) facility, and the same has operated throughout the year for all
relevant transactions recorded in the software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under
Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory
requirements for record retention is applicable for the financial year ended March 31, 2025

39. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 -
RULE 9 OF THE COMPANIES ACT 2013

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is
essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a designated person in a Board meeting, and the same has been reported in the
Annual Return of the company

40. CORPORATE GOVERNANCE:

Pursuant to SEBI (LODR) Regulations, 2015, the report on Corporate Governance during the period under review with the
Certificate issued by M/s M Mayuri Rupareliya & Associates., Practicing Company Secretaries, on compliance in this
regards and is attached as “ANNEXURE VI” and forms part of this Report.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report,
and is attached as “ANNEXURE III” and forms part of this Report.

42. STATUTORY AUDITOR AND THEIR REPORT:

The Board of Directors of the Company, M/s. BB. Gusani & Associates, Chartered Accountants (Firm Registration No.
140785W), be and are hereby appointed as the Statutory Auditors of the Company for term of five consecutive years, who
shall hold office from the conclusion of this 19^th Annual General Meeting till the conclusion of the 24^th Annual General
Meeting to be held in the year 2028.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any
comments under Section 134 of the Companies Act, 2013. The Auditors’ Report does not contain any qualification,
reservationor adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

43. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

44. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, your Company has appointed M/s. M Mayuri Rupareliya & Associates, Practicing
Company Secretary, Jamnagar to conduct the Secretarial Audit of the Company for the financial year 2024-25. The
Auditors’ Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is
annexed herewith as Annexure -II to this Report.

45. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended, the Company has formulated and adopted the revised “Code of Conduct for Prevention of
Insider Trading” (“the Insider Trading Code”). The object of the Insider Trading Code is to set framework, rules and
procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the
Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (“the Code”) in line with the SEBI (Prohibition of Insider Trading) Amendment
Regulations, 2018. The Code is available on the Company’s website www. sprayking.co.in.

46. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its
website www.sprayking.co.in.

47. WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has
maintained a functional website namely www.sprayking.co.in containing basic information about the Company.

The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the
designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of
all stakeholders of the Company etc.

48. GENERAL

There were no transactions with respect to following matters during the year:

1. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

2. There was no instance of one-time settlement with any Bank or Financial Institution

49. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis describing the
Company’s objectives, projections, estimates and expectations may constitute ‘forward looking statements’ within the
meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied
in the statement depending on the circumstances.

50. ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at
all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance
during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks,
government, business associates and the shareholders for their continued confidence reposed in the Company and look
forward tohaving the same support in all future endeavors.

Registered Office: By order of the Board of Directors

Plot No. 4009 & 4010, GIDC,

Phase III, Dared Jamnagar, 361004, Gujarat F°^r, SP^RAYKING LIMITED

(^Form^erly ^know^{n as S}p^ray^kiⁿg ^Ag^{ro E}quⁱpm^{ent Limited)}

Tel No.: 0288-2730750

Email: [email protected]

Web: www.sprayking.co.in Sd/-

Hitesh Dudhagara
Managing Director
DIN:00414604

Sd/-

Ronak Dudhagara
Director
DIN: 005238631
Place: Jamnagar
Date: August 13, 2025

---

Mar 31, 2024

The Board of Directors hereby submi ts the report of the business and operations of your Company (‘the Company''^-), along with the audited financial statements, for the financial year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS:

( AMOUNTS IN LAKHS)

PARTICULARS	Standalone Basis (Year Ended)		Consolidated Basis (Year Ended)
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
I, Net Sales Income from Operations	3113.79	1932.77	10166,44	1932.77
11. Other Income	30.27	0.47	37.12	0.47
III. Total Revenue (I II)	3144.06	1933.24	10203.57	1933.24
IV. Earnings Before Interest, Taxes, Depreciation andAmortization Expense	437.48	253,23	1573.09	253.23
V. Finance Cost	3:6.97	10	135.83	10
VI. Depreciation andAmortization Expense	44.88	11.08	194.37	11.08
VII. Profit Before Tax (IV-V-VI)	355.63	232.15	1242.89	232.15
VIII. T ax Expense:
i. Current Tax Expense	72.56	61.11	332.06	61.11
ii. Deferred	14	1.02	19.23	1.02
IX. Profit After Tax (VII-VIII)	269.07	170.02	891.60	170.02

2. REVIEW OF BUSINESS OPERATION Standalone:

The Total Income of the Company stood at Rs. 31 14.On lacs for the year ended March 31,202.4 as against Rs. 1933.24 Lacs in the previous year. The Company made a Net Profit of Rs. 269.07 Lacs for the year ended March 31, 2024 as compared to the Net Profit of Rs. 170.02 Lacs in the previous year registering increase of 58.26%

Consolidated:

During the year under review, the company formed a subsidiary and hence the consolidated position is as under.

The Consolidated Total Income is Rs. 10203,57 Lacs for the financial year ended March 31, 2024 as against Rs. 1932.77 Lacs during the previous financial year. Consolidated Net Profit is Rs. 891.60 Lacs for the year ended March 31, 2024.

3. DIVIDEND

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31,2024

4. TRANSFER TO RESERVE

The Company has not transferred any amount to any reserve for the financial ^:year 2023-24. All the profit of the Company was transferred to carry forward credit balance of Profit and Loss account of the Company.

5. CASH FLOW STATEMENTS

As required under regulation 34 of the SEE] (LODR) Regulations, 2015, a Cash Flow Statement forms part of Annual Report.

6. DIVIDEND

The dividend policy for the year under review has been formulated taking into consideration of growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31,2024.

7. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Ministry of Corporate Affairs under Sections 124 and 125 of the Companies; Act, 2013 requires dividends that are not encashed/ claimed by the shareholders for a period of seven consecutive years, to be transferred to the Investor Education and Protection Fund i I ITT). In FY 2023-24, there was no amount due for transfer to I EPF.

8. DISCLOSURES BY DIRECTORS

The Board of Director? has submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

Certificate of Non-Disqualification of Directors received from M/s M Rupareliya & Associates Practicing Company Secretary is annexed to the Board’s Report as “Annexure VII”.

9. CHANGE IN THE REGISTERED OFFICE:

During the year under review, the Board vide its resolution dated August I 1. 2023 changed the registered office of company from “ “Plot No 237/B, Shop No. 4, GIDC, Phase 11, Dared Jamnagar-361005, Gujarat, India” to “Plot No. 4009 & 4010, GIDC, Phase III, Dared Jamnagar-361004, Gujarat, India”

10. CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main objeetofthe Company.

11. SHARE CAPITAL AND CHANGES IN SHARE CAPITAL:

There were following changes in share capital of the Company during the year under review and between the end of the financial year of the company to which the financial, statements relate and the date of the report.

Pursuant tO proceedings of Postal Ballot dated March 29, 2024, the members of the Company passed ordinary'' resolution to alter the capital clause of company pursuant to Split of shares of the company - Alteration of Capital Clause of the Memorandum of Association as under:

“The Authorized Share Capital of the Company is Rs. 16,00,00,000/- (Rupees Sixten Crores Only) divied into 8,00,00,000 (Eight Crore) Ecpthy Shares of Rs. 2.V- (Rupees Two only) each. ”

Further, the authorized share capital of the company was increased from Rs. 16,00,00,0001-. (Rupees Sixteen Crores Only) divided into 8,00,00,000 (Eight Crores) Equity Shares of Rs. 2/- (Rupees Two Only) each to Rs.22,00,00,000/- (Rupees Twenty Two Crores Only) divided into 11,00,00,000 (Eleven Crores Lakhs) Equity Shares ofRs. 2/- .(Rupees Two Only) each by creation of additional 3,00,00,000 (Three Crore-.) Equity Shares of Rs. 2/- (RupeesTwo Only) each on August 02, 2024.

Further the Paid up capital of the Company was increased from Rs 10,56,79,460/- (Rupees Ten Crores Fifty Six Lakhs Seventy nine Thousand Four Hundred and Sixty Only) to Rs. 21,13,58,920/- (Rupees Twenty One Crore Thirteen Lakhs Fifty Eight Thousand Nine Hundred and Twenty Only) divided into 10,56,79,460 Equity shares of Rs. 02/- (Rupees Two Only) pursuant to the issue of Bonus Shares to the members of the company.

12. BONUS SHARES

Furthermore, Board had issued and allotted 5,28,39,730 Bonus Shares to the existing equity shareholders in the ratio of 1:1 i.e. 1 (One) fully paid-up equi ty shares for every 1 (One) existing fully paid-up equi ty share held by the Members of the Company by capitalizing up to Rs 10,56(79,460/- (Rupees Ten Crores Fifty Six Lakhs Seventy nine Thousand Four Hundred and Sixty Only) from the existing securities premium account and free reserves¹ of the Company with the approval of shareholders and Board of Directors.

13. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Constitution of Board:

As on the date of this report, the Board comprises following Directors:

Name of Director	Category Cum Designation	Date of Appointment at current T erm	Total Director sliip in Company	No. of Committee
				in which Director is Members	in w hich Director is Chairman
Mr. Hitesh Pragaji bhai Dudhagara	Chairman and Managing Director	1 702 2005	3	0	0
Mr. Pragjibhai Meghjibhai Patel	Whole-Time Director	1702.2005	1	1	0
Mrs. Ronak ITitesh Dudhagara	Executive Director	27/02/2016	3	1	0
Mr. Dhruvik Bhandari	Non/Executive Independent Director	1" 07 2023	1	2	1
Mr. Jignesh Sanghani	Non-Executive. Independent Director	08/08/2023	1	2	1
Mr.Vislial Pansara	Non/Executive Independent Director	23/08/2023	4	0	0

¹ Committee includes Audit Committed and Shareholders’ Grievances ( V-mmiltoo across all Companies. The following Directors Were appointed and resigned as follows:

Sr. No	Name of Director	DIN	Designation	Date of Appointment	Date of Resignation
1.	Mr. Arvindbhai Maneklal Trivedi	10292928	Additional (Non-Executive Independent) Director	November 10,2023	-
2.	Mr. Vishal Pansara	02230565	Additional (Non-Executive Independent) Director	August 23,2023
3.	Mr. Kaushik Dudhagara	08243377	Non-Executive Independent Director	-	August 07 2023
4.	Mr. Dhruvik Bhanderi	10019613	Non- Executive Independent Director	-	July 19, 2023
5.	Mr. Jignesh Sanghani	10263600	Non- Executive Independent Director		August 08, 2023

The composition of Board complies with the requirements of the Companies: Act, 2013 (“Act”). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted horn requirement ofhaving composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

14. BOARD MEETING

Regular meetings of the Board are held at least once in a quarter. The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings were convened, as and when requires discussing and deciding on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 12 (Twelve) times on May 02, 2023, May 23, 2023, June 08, 2023, July 19, 2023, August 08, 2023, August 14, 2023 August 23, 2023, November 10, 2023, November 17, 2023, January 04, 2024, February 06, 2024 and February 26, 2024.

The details of the attendance of each Director at the Board Meetings are given below:

Name of Director	Date of Original Appointment	Date of Cessation	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Mr. Hitesh Dudhagara	May 02, 2023	-	12	12
Mr. Pragjibhai Patel	February! 7,2005	-	12	12
Ms. Ronak Dudhagara	February??, 2016	-	12	12
Mr. Kaushik Dudhagara	December 31, 2018	August 07, 2023	04	04
Mr. Sandip Pandya	November 22, 2022	July 18,2023	03	03
Mr. Dhruvik Bhandari	July 19, 2023		08	08
Mr. Jignesh Sanghani	August 08, 2023	''	07	07
Mr. Vishal Pansara	August 23, 2023		05	05
Mr. Arvindbhai Maneklal Trivedi	November 10, 2023	”	04	04

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

Retirement by Rotation of the Directors

In accordance wi th the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Pragjibhai Meghjibhai Patel (DIN: 00414510), Executive Director of the Company, retires by rotation and offers himself for reappointment.

The brief resume of Mr. Pragjibhai Meghjibhai Patel, the nature of his expertise in specific functional areas, names of fire-companies, in which he has held directorships, her shareholding etc. are furnished in the Annexure - A to the notice of the ensuing AGM.

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under. As on 31^s1 March 2024, the Company has four Non-Promoter Non- Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (J) of the Companies: Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 25, 2024 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quali ty, quantity and timeliness of flow of information between Company management and Board.

Key Managerial Personnel:

As on date of report, following are the Key Managerial Personnel of the Company:

Name	Designation
Mr. Hitesh Pragajibhai Dudhagara	Managing Director
Ms. I-Ietal Prakash Vachhani	Company Secretary and Compliance Officer
Mr. Hiren Jamanbhai Patoriya	Chief Financial Officer

15. BOARD DIVERSITY AND EVALUATION:

The Company recognizes and embraces the importance of a diverse board in overall success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender that will help us retain our competitive advantage.

Pursuant to provisions of Companies Act, 2013 and Rules made there under, SEB1 Listing Regulations and Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 05, 2017, The Board of Directors has carried out an annual evaluation of its own performance, performance of Individual Directors, Board Committee including the Chairman of the Board on the basis of composition and structure, attendance;, contribution, effectiveness of process, information, functions and various criteria as recommended by Nomination and Remuneration Committee. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the Non-Independent Directors (including the Chairman) was also: evaluated by the Independent Directors at the separate meeting held between the Independent Directors of the Company on March 25, 2024.

16. PERFO RMANC E EVALUAT ION:

The Board of Directors has carried out an annual evaluation of its own performance board committees, and individual directors pursuant to the provisions of the Act.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria. Such as the board composition and structure effectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria Such as the composition of committees, effectiveness of committee meetings eta

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis/ of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc. In addition, the chairman was also evaluated on the key aspects of his role.

17. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and pradent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and profit of the Company for that year;

q) The Directors had taken proper and sufficient care for the maintenance of adequate acebunting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities)

d) The Directors had prepared the annual accounts for the year ended March 31, 2024 ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively, and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various, committees, details of which are given hereunder.

A. Audit Committee:

The Company has formed audit committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee: meeting is generally held for the purpose of recommending the quarterly and yearly result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee.

During the year under review, Audit Committee met 06 (Six) times viz on May 02, 2023, May 23, 2023, June 01 2023, August 08 2023, November 10, 2023, February 06, 2024

The Composition of the Committee and the details of meetings attended by its members are given below:

Name	Category	Designation	Number of meetings during the financial year 2023-24
			Eligible to attend	Attended
Mr. Kaushik Dudhagara*	N on-Executive Independent Director	Chairman*	3	3
Mr. Pragjibhai Patel	Whole-time Director	Member	6	6
Mr. Sandip Pandya*	N on-Executive Independent Director	Member	3	3
Mr. Dhruvik Bhanderi*	Non-Executive Independent Director	Chairman*	3	3
Mr. Jignesh Sanghani*	Non-Executive Independent Director	Member	2	2

* Further, Mr. Kaushik Dudhagara resigned on August 07, 2023 and Mr. Dhruvik Bhanderi was admitted as member of the committee on on My 19, 2023 and designated as Chairman of Audit Committee W.e.f August 08, 2023

* Mr. Sandip Pandya resigned on July 18, 2023

* Mr, Jignesh Sanghani was admitted as member of Audit Committee on August 08, 2023.

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires, Chief Financial Offic er of the Company is a regular invitee at the Meeting.

Recommendations of Audit Committee have been accepted by the Board wherever/wheneyer given.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to: report to the management instances: of unethical behavior actual or suspected fraud or violation of Company’s Code of Conduct.

Further the mechanism adopted by the .Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional Cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee: of the Board. The Whistle Blower Policy of the Company is available on the website of the Company https: //spravking .co .in/

B. Stakeholder’s Grievance & Relationship Committee:

The Company has constituted Stakeholder’s Grievance & Relationship Committee mainly to focus on the redressat of Shareholders’ / Investors’ Grievances,, if any, like Transfer / Transmission / De-mat of Shares; Loss of Share Certificates; Nonreceipt of Annual Report; Dividend Warrants; etc. During the year under review. Stakeholder’s Grievance & Relationship Committee met 01 (One) times viz on May 23, 2023.

The composition of the Committed and the details of meetings attended by its members are given below:

Name	Category	Designation	Number of meetings during the financial year 2023-24
			Eligible to attend	Attended
Mr. Kaushik Dudhagara1	N on-Executive Independent Director	Chairman	1	1
Mrs. Ronak Dudhagara	Executive Director	Member	1	1
Mr. Sandip Pandya1^	Non-Executive Independent Director	Member	1	1
Mr. Dhruvik Bhanderi1	N on-Executive Independent Director	Member	0	0
Mr. Jignesh Sanghani1	Non-Executive Independent Director	Chairman^	0	0

• Mr. Kaushik Dudhagara resigned on August 07, 2023 and Mr. Jignesh Sanghani was designated as Chairman of Stakeholder’s Relationship Committee w.e.f August 08, 2023

• Mr. Sandip Pandya resigned on My 18, 2023.

• Mr, Dhruvik Bhanderi was admitted as member of Stakeholder’s Relationship Committee on July 19, 2023.

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31,2024. '' '' - . .

C. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

During the year under review. Nomination and Remuneration Committee met 05 (Five) times viz on May 23 2023, July 19 2023, August 08 2023, November 10 2023 and November 17 2023.

The corrmosition of the Committee and the details of meetings attended bv its members are eiven below

Name	Category	Designation	Number of meetings during the financial year 2023-24
			Eligible to attend	Attended
Mr. Kaushik Dudhagara1	Non-Executive Independent Director	Member	2	2
Mr. Vishal Pansara	Non-Executive Independent Director	Member	2	2
Mr. Sandip Pandya1	Non-Executive Independent Director	Member	1	1
Mr. Dhruvik Bhanderi1	Non-Executive Independent Director	Chairman1	3	3
Mr. Jignesh Sanghani1	Non-Executive Independent Director	Member	2	2

• Mr. Sandip Pandya resigned on July 18, 2023 and Mr. Dhruvik Bhanderi were admitted as member of Nomination and Remuneration Committee on July 19,.2023 and Designated as Chairman of the committee w.e.f August 08, 2023-

Nomination and Remuneration Committee on August 08, 2023.

• Mr. Vishal Pansara was admitted as member of Nomination and Remuneration Committee-W.e.f August 23, 2023.

domination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high performance culture. If enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments, are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://spravkins.co.in/

19. AUDITORS:

i. Statutory Auditors:

The Board of Directors of the Company, M/s. BB. Gusani & Associates,, Chartered Accountants (Firm Registration NQ-140785W),be and are hereby appointed as the Statutory Auditors of the Company for term of five consecutive years, who shall hold office from the conclusion of this 19^th Annual General Meeting till the conclusion of theyWf¹ Annual General Meeting to be held in the year 2028.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Wp M Mayuri Rupareliya & Associates., Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the F.Y. 2023-24. The Secretarial Audit Report for F.Y. 202324 is annexed herewith as “Annexure I”.

iii. Cost Auditor:

The Company does not fall within the provisions of Section 148 of the Companies Act, 2013, as read with the Companies (Cost Records and Audit) Rules^ 2014. Therefore, the maintenance of cost records and the applicability of cost audits, as specified by the Central Government under Section 148 of the Companies. Act, 2013, are not applicable to the Company.

iv. Internal Auditor:

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has reappointed M/s Shreyas C Seth & Associates as the. Internal Auditors of your Company for the financial year 2023-24. The Internal .Auditor conducts the internal audit of the. functions and operations of the Company and reports to the Audit Committee and Board.

20. REMUNERATION OF DIRECTOR:

The details of remuneration paid during the Financial Year 2023-24 to Directors of the Company is provided in Form MGT-7 available on website of the company at www. spra vking. com

21. INTERNAL AUDIT & CONTROLS:

Pursuant to provisions of Section 138 read with rules made there under, the Board has appointed M/s Shreyas C Seth & Associates, Chartered Accountants,, as: an Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. The Internal Audit, is carried out on half yearly basiy/the report is placed in the Audit Committee Meeting and the Board Meeting for their consideration and direction.

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are

adequate. During the year under review, no material or serious Observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls..

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2023-2.4.

22. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 & Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

a) The median remuneration of employees of the Company during the financial year is Rs. 4:2 Lakhs.

^Percentage increase/decrease in the median remuneration of employees in the financial year 2023-24: NA cj Number of permanent employees on the rolls of the Company as on March 31, 2024: 7.

d) It is hereby affirmed that the remuneration paid during the year is as per the Remuneration policy of the Company.

e) There is no employee covered imder the provisions ofsection 197(14) of the Companies Act, 2013.

There was no employee in the;Company who drew remuneration of Rs. 1,00,00,000/ - per annum during the period imder review.

Hence, the Company S not required to disclose any information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules, 2014.

23. LISTING WITH STOCK EXCHANGES:

The Company is listed on BSE* It has paid the Annual Listing Fees for the year 2024-25 to BSE Limited.

24. DEPOSIT:

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

25. PARTICULARS OF LOANS, GUARANTEES, IN VESTMENTS & SECURITY:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 18 6 of the C ompanies Act, 2013 are given in the notes to the Financial Statement.

26. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

During the year under review the Narmada. Brass Industries Limited has become subsidiary of the company and the Company does not have any Associate and Joint Venture Company.

27. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has entered in to transactions witlrin the meaning of section 188 and Companies (Meetings of Board and its Powers) rules, 2014 with its related parties during the year ended on 31st March, 2024. However, the disclosure of transactions with related party for the year, as per Accounting Standard - 18 Related Party Disclosures is given in Note to accounts of the Balance Sheet as on 31st Marclp 2024.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the: Omnibus approval .so granted were placed before the Audit .Committee and the Board of Directors for their approval on quarterly basis.

The details of transactions/contraets/arrangements referred to in Section 188(1) of Companies Act, 2013 are furnished in Form AOC-2 and is attached as “ANNEXURE VI” and forms part of this Report

The Policy on Related Party Transactions as approved by the Board of Directors |s available on the website of the Company at https://spravkine.co.in/

There Were no materially significant transactions with the related parties during the FY Which were in conflict with the interest of the Company.

28. SECRETARIAL ST ANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard onKfleetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries: of India and approved by the Central Government.

29. ANN l Al. REIT R\

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company at https://spravking.co.in/

30. MATERIAL CHANGES AND COMMII MI NT:

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the FY and the date of this Report.

31. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company’s operations in future,

32. CORPORATE SOC IAL RESPONSIBILITY

The Company does not fall under the criteria laid under the provisions of Section 135 of the Act and rules framed theTe under. Therefore, the provisions of Corporate Social Responsibility are not applicable to the Company.

33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place an Anti-Sexual Harassment Policy in line with the Requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013 and an Internal Complaints Committee has been set up to redress complaints received regarding Sexual Harassment at Workplace, with a mechanism of lodging & redress the complaints. .Ail employees (permanent, contractual, temporary, trainees, etc.) are Covered under this policy.

Out: Directors fur ther state that pursuant to the requirements of Section 22 of Sexual Harassment of Women at Work place (Prevention, Prohibition & Redressal) Act, 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

34. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of energy -

i. ) The steps taken or impact on conservation of energy:

Company ensures that the operations, are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

ii. ) The steps taken by the Company for utilizing alternate sources of energy:

No alternate source has been adopted.

iii. ) The capital investment on energy conservation equipment:

No specific investment has been made in reduction in energy consumption.

B, T echnology ah sorption -

i. ) The effort made towards technology absorption: Not Applicable.

ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution: Not

Applicable

iii. ) in case of imported technology (imported during the last three years reckoned from the beginning of the financial

year) -

a. The details of technology imported: Nil.

b. The year of import: Not Applicable,

c. Whether the technology has been fully absorbed: Not Applicable.

(L If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable.

iv. ) The expenditure incurred on Research and Development: Nil

C, Foreign Exchange Earnings & Expenditure:

i. ) Details of Foreign Exchange/Earnings: Rs. 759 (Rs. in lacs)

ii. ) Details of Foreign Exchange Expenditure: Rs, 386.84 (Rs. in lacs)

35. RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identity evaluate monitor and manage both business and non-business risks.

36. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions. The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorized, correctly reported and assets are safeguarded.

37. CORPORATE GOVERNANCE:

Pursuant to SEBT(LQDR) Regulations, 2015, the report on Corporate Governance during the period under review with the Certificate issued by M/s M Mayuri Rupareliya & Associates., Practicing Company Secretaries, on compliance in this regards forms part of this Annual Report.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is: presented in a separate, section forming part of this Annual Report.

39. STATUTORY AUDITOR AND THEIR REPORT:

The Board of Directors of the Company M/s. BB. Gusani & Associates, Chartered Accountants (Finn Registration No. 140785W),be and are hereby appointed as the Statutory Auditors of the Company for term of five consecutive years, who shall hold office from the conclusion of this 19^th Annual General M ee ting till the conclusion of the 24^th Annual General M eeting to be held in the year 2028.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies. Act, 2013. The Auditors? Report does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

40. REPORTING OF FRAUD:

The Auditors of the C ompany have not reported any if aud as specified under Section 143(12) of the C ompanies Act, 2013.

41. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rides, 2014, your Company has appointed M/s, M Mayuri Rupareliya &. Associates, Practicing Company Secretary, Jamnagar to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure-II to this Report.

42. PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations;,

2015, as amended, the Company has formulated and adopted the revised “Code of Conduct for Prevention of Insider Trading”

(“the Insider Trading Code”)- The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons, should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive. Information (“the Code”) in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the Company’s website www.spravking.co.in.

43. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies. Act, 2013 the Company has adopted following policies which are available on its website www. sprayking. co. in.

44. WEBSITE:

As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website namely www.spra vking.co.in containing basic information about the Company.

The website of the Company is containing information like Policies, Sliareholdmg Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor gnevances for the benefit of all stakeholders of the Company etc.

45. GENERAL

There were no transactions with respect to following matters during the year:

1, There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

2. There was no instance of one-time settlement with any Bank or Financial Institution

46. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis describing the Company’s objectives, projections, estimates and expectations may Constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results-might differ materially from those either expressed or implied in the statement depending on the circumstances.

47. ACKNOWLEDGEMENT:

Your Directors wash to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment; enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

PlotNo. 4009 & 4010, GIDC, Phase III, Dared By order of the Board of Directors

Jamnagar, Gujarat, 361004 For, SPRAYKING LIMITED

Tel No. 91-9328377772, 9328427772 (Formerly known as Sprayking Agro Equipment Limited)

Email: [email protected] Web: www.snraYking.co.iii

Sd/-

Ilitesh Dudhagara Managing Director DIN: 00414604 Place: Jamnagar Date: 05^th September 2024

1

Further, Mr. Kaushik Dudhagara resigned on August 07, 2023 and Mr. Jignesh Sanghani was admitted as member of